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                                                                     EXHIBIT 3.2

                                    BYLAWS OF
                                 XTO ENERGY INC.

                               (The "Corporation")


                                    ARTICLE I

                                     Offices

     Section 1.1. The registered office of the Corporation in the State of
Delaware shall be in the City of Wilmington, County of New Castle, State of
Delaware.

     Section 1.2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

     Section 2.1. All meetings of the stockholders for the election of directors
shall be held in the City of Fort Worth, State of Texas, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the States of Delaware or Texas as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     Section 2.2. Annual meetings of stockholders, commencing with the year
1992, shall be held on the third Tuesday in May at 10:00 a.m., if not a legal
holiday, and if a legal holiday, then on the next secular business day
following, at 10:00 a.m., or at such other date and time as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting, at which time they shall elect a board of directors, and transact such
other business as may be properly brought before the meeting.

     Section 2.3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

     Section 2.4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the


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stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder, which shall be open to the inspection of any
stockholder for any purpose germane to the meeting during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

     Section 2.5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman, Chief Executive Officer or the
President or by the Board of Directors or by the affirmative vote of the holders
of 80% or more of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class. Such request shall state the purpose or purposes of the proposed
meeting.

     Section 2.6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to notice of such meeting.

     Section 2.7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 2.8. The holders of a majority in voting power of the stock of the
Corporation issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute, by the Certificate of Incorporation or by these Bylaws. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

     Section 2.9. When a quorum is present at any meeting, the affirmative vote
of the holders of a majority in voting power of the stock of the Corporation
having voting power, present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of these Bylaws, the Certificate of Incorporation, the rules
or regulations of any stock exchange applicable to the Corporation, as otherwise
required by law or


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pursuant to any regulation applicable to the Corporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

     Section 2.10. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

     Section 2.11. Subject to the rights of the holders of any series of
preferred stock then outstanding, any action required or permitted to be taken
by the stockholders of the Corporation must be effected at a duly-called annual
or special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders unless all of the stockholders
entitled to vote thereon consent thereto in writing.

     Section 2.12. Only individuals nominated for election to the Board of
Directors of the Corporation pursuant to and in accordance with the provisions
of this Section 2.12 may be elected to and may serve upon the Board of Directors
of the Corporation. Subject to the rights of holders of any class or series of
stock of the Corporation having a preference over the Common Stock as to
dividends or upon liquidation to elect directors under specified circumstances,
nominations for election of directors may be made either by the Board of
Directors or by any stockholder entitled to vote in the election of directors
generally. Subject to the foregoing, only a stockholder of record entitled to
vote in the election of directors generally may nominate one or more persons for
election as directors at a meeting of stockholders and only if written notice of
such stockholder's intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to the
attention of the Board of Directors, with a copy to the President and the
Secretary of the Corporation, and has been received not later than 120 days in
advance of the scheduled date for the next annual meeting of stockholders.

     Each such notice required by this Section 2.12 shall set forth:

     (a) the name and address, as they appear on the Corporation's books and
records, of the stockholder who intends to make the nomination and of the person
or persons to be nominated;

     (b) a representation that the stockholder is a holder of record of stock of
the Corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the
notice;

     (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder;

     (d) whether the proponent intends or is part of a group which intends to
solicit proxies from other stockholders in support of such nominee; and


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     (e) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
nominee been nominated, or intended to be nominated, by the Board of Directors.

     To be effective, each notice given hereunder must be accompanied by the
written consent of each nominee to serve as a director of the Corporation if
elected.

     The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not properly brought before the
meeting in accordance with the provisions hereof and, if he should so determine,
he shall declare to the meeting that such nomination was not properly brought
before the meeting and shall not be considered.

     Section 2.13. At a meeting of the stockholders of the Corporation, only
such business shall be conducted as shall have been properly brought before the
meeting in accordance with these Bylaws. To be properly brought before a
meeting, business must (a) be specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise be properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise (i) be properly requested to be brought
before the meeting by a stockholder of record entitled to vote in the election
of directors generally, and (ii) constitute a proper subject to be brought
before such meeting. For business to be properly brought before a meeting of
stockholders, any stockholder who intends to bring any matter (other than in
connection with the election of directors) before a meeting of stockholders and
is entitled to vote on such matter must deliver written notice of such
stockholder's intent to bring such matter before the meeting of stockholders,
either by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation. Such notice must be received by the Secretary not
later than the following dates: (i) with respect to an annual meeting of
stockholders, sixty days in advance of such meeting if such meeting is to be
held on a day which is within thirty days preceding the anniversary of the
previous year's annual meeting, or ninety days in advance of such meeting if
such meeting is to be held on or after the anniversary of the previous year's
annual meeting; and (ii) with respect to an annual meeting of stockholders held
at a time other than within the time period set forth in the immediately
preceding clause (i), or at a special meeting of stockholders, the close of
business on the tenth day following the date of public disclosure of the date of
such meeting. For purposes of this Section 2.13, notice shall be deemed to first
be given to stockholders when disclosure of such date of the meeting of
stockholders is first made in a press release reported by the Dow Jones News
Services, Associated Press or comparable national news service, or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended.

     A stockholder's notice to the Secretary required by this Section 2.13 shall
set forth as to each matter the stockholder proposes to bring before the meeting
of stockholders (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting;
(ii) the name and address, as they appear on the Corporation's books, of the


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stockholder intending to propose such business; (iii) a representation that the
stockholder is a holder of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to present
such proposal; (iv) any material interest of the stockholder in such business;
and (v) whether the proponent intends or is part of a group which intends to
solicit proxies from other stockholders in support of such proposal. No business
shall be conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Section 2.13 of these Bylaws. The Chairman of a
meeting shall, if the facts warrant, determine and declare to the meeting that
the business was not properly brought before the meeting and in accordance with
the provisions hereof and, if he should so determine, he shall so declare to the
meeting that any such business not properly brought before the meeting shall not
be transacted.

     Section 2.14. The date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting by the person presiding over the meeting. The Board of
Directors of the Corporation may, to the extent not prohibited by law, adopt by
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the
Chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such Chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the Chairman of the meeting, may to the extent not
prohibited by law include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and constituted
proxies or such other persons as the Chairman of the meeting shall determine;
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (v) limitations on the time allotted to questions or
comments by participants. Unless and to the extent determined by the Board of
Directors or the Chairman of the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.

     Section 2.15. The Corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors of election, who may be employees
of the Corporation, to act at the meeting or any adjournment thereof and to make
a written report thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. In the event
that no inspector so appointed or designated is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of his or her ability.

     The inspector or inspectors so appointed shall (i) ascertain the number of
shares of capital stock of the Corporation outstanding and the voting power of
each such share, (ii) determine the shares of capital stock of the Corporation
represented at the meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of


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the disposition of any challenges made to any determination by the inspectors,
and (v) certify their determination of the number of shares of capital stock of
the Corporation represented at the meeting and such inspectors' count of all
votes and ballots. Such certification and report shall specify such other
information as may be required by law. In determining the validity and counting
of proxies and ballots cast at any meeting of stockholders of the Corporation,
the inspectors may consider such information as is permitted by applicable law.
No person who is a candidate for an office at an election may serve as an
inspector at such election.

     Section 2.16. At any meeting of stockholders, the Chairman or Vice Chairman
(or in the event there might be more than one vice chairman, the vice chairmen
in the order designated by the directors or, in the absence of any designation,
in the order of election) of the Corporation (in such order) shall act as the
Chairman of the meeting, and the stockholders shall not have the right to elect
a different person as Chairman of the meeting. The Chairman of the meeting shall
have the authority to determine when the election polls shall be closed in
connection with any vote to be taken at the meeting.

                                   ARTICLE III

                                    Directors

     Section 3.1. The business and affairs of the Corporation shall be managed
by a board of directors, which shall have and may exercise all of the powers of
the Corporation, except such as are expressly conferred upon the stockholders by
law, by the Certificate of Incorporation or by these Bylaws. Subject to the
rights of the holders of shares of any series of preferred stock then
outstanding to elect additional directors under specified circumstances, the
Board of Directors shall consist of not less than three nor more than twenty-one
persons. The exact number of directors within the minimum and maximum
limitations specified in the preceding sentence shall be fixed from time to time
by either (i) the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors, (ii) the affirmative vote of the
holders of 80% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, or (iii) the Certificate of Incorporation. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director. The directors shall be divided into
three classes, as nearly equal in number as possible, with the term of office of
the Class I directors to expire at the 1991 annual meeting of stockholders, the
term of the Class II directors to expire at the 1992 annual meeting of
stockholders, and the term of the Class III directors to expire at the 1993
annual meeting of stockholders, and with the members of each class to hold
office until their successors have been elected and qualified. At each annual
meeting of stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be elected
for a term of office to expire at the third succeeding annual meeting of
stockholders after their election.

     Section 3.2. Subject to the rights of the holders of any series of
preferred stock then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time


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only for cause and only by the affirmative vote of a majority of the voting
power of all of the shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class. "Cause" shall be
exclusively defined to mean: (a) conviction of a felony, (b) proof beyond a
reasonable doubt of the gross negligence or willful misconduct of such director
which is materially detrimental to the Corporation, or (c) proof beyond a
reasonable doubt of a breach of fiduciary duty of such director which is
materially detrimental to the Corporation.

     Section 3.3. Subject to the rights of holders of any series of any
preferred stock then outstanding, newly-created directorships resulting from any
increase in the authorized number of directors and any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause may be filled by a majority vote of the
directors then in office even though less than a quorum or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.

     Section 3.4. The Board of Directors may in its discretion elect one or more
persons to be advisory directors (an "Advisory Director"), who by such
appointment shall not as such be a member of the Board of Directors. Each such
Advisory Director shall be elected for such term as determined by the Board of
Directors, to serve at the pleasure of the Board of Directors, and may be
removed (with or without cause) by the Board of Directors. An Advisory Director
shall have such powers and duties as may be determined by the Board of
Directors. Unless otherwise determined by the Board of Directors, an Advisory
Director shall be entitled to notice of and to attend all meetings of the Board
of Directors. Advisory Directors shall be entitled to participate in the
discussion of all matters brought before the Board of Directors but will not
have a right to vote. Advisory Directors shall not be considered members of the
Board of Directors for notice, quorum, voting or other purposes, and shall not
have the powers or responsibilities of a director of the Corporation. No action
of the Board of Directors or any committee shall be invalid by reason of a
failure of any Advisory Director to receive notice of or to attend any meeting
of the Board of Directors or any committee.

     Advisory Directors may, as from time to time designated by the Board of
Directors or the Chairman, be appointed to one or more committees of the Board
of Directors and shall be entitled to notice of and to attend meetings of such
committees. The Board of Directors or any committees shall have the authority to
excuse Advisory Directors from all or any portion of any meeting. Advisory
Directors shall receive compensation and reimbursement of expenses as determined
by the Board of Directors.

                       Meetings of the Board of Directors

     Section 3.5. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.


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     Section 3.6. The first meeting of each newly elected Board of Directors
shall be held immediately following the meeting of stockholders at which such
directors were elected, and no notice of such meeting to the newly elected
directors shall be necessary in order to legally constitute the meeting,
provided a quorum shall be present. In the event such meeting is not so held,
the meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors, or
as shall be specified in a written waiver signed by all of the directors.

     Section 3.7. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

     Section 3.8. Special meetings of the Board may be called by the Chairman of
the Board on 48 hours' notice to each director, either personally or by mail,
facsimile, or by telegram. Special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors (unless the Board consists of only one director; in which case
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of the sole director).

     Section 3.9. At all meetings of the Board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, these Bylaws or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section 3.10. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

     Section 3.11. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             Committees of Directors

     Section 3.12. The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board may designate


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one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.

     In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

     Any such committee, to the extent permitted by applicable law and provided
in the resolution of the Board of Directors, shall have and may exercise all of
the powers and authority of the Board of Directors in the management of the
business affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of the State
of Delaware (the "Act") to be submitted to stockholders for approval or (ii)
adopting, amending or repealing any bylaw of the Corporation. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.

     Section 3.13. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            Compensation of Directors

     Section 3.14. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     Notices

     Section 4.1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram or facsimile.


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     Section 4.2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    Officers

     Section 5.1. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a chairman of the board, one or more vice chairman, a
chief executive officer, a president, one or more vice presidents, a secretary,
a treasurer and such other additional officers as the Board of Directors shall
determine to be necessary. The Board of Directors may also choose assistant vice
presidents and one or more assistant secretaries and assistant treasurers. Any
number of offices may be held by the same person, unless the Certificate of
Incorporation or these Bylaws otherwise provide. The Chairman shall be elected
from among the directors.

     Section 5.2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a president, a chief executive officer, one
or more vice presidents, a secretary and a treasurer.

     Section 5.3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 5.4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors or a committee thereof.

     Section 5.5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors then in office. Such removal shall be without prejudice
to the contract rights, if any, of the person so removed, provided, however,
that the election or appointment of an officer shall not, of itself, create
contract rights. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors.

                              Chairman of the Board

     Section 5.6. The Chairman of the Board shall preside at all meetings of the
Board of Directors and of the stockholders of the Corporation. The Chairman
shall formulate and submit to the Board of Directors or a committee designated
thereby matters of general policy of the Corporation and shall perform such
other duties as usually pertain to the office or as may be prescribed by the
Board of Directors.


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                                The Vice Chairman

     Section 5.7. The Vice Chairman shall, in the absence of the Chairman,
preside at all meetings of the Board of Directors and of the stockholders. In
the event there may be more than one vice chairman, the vice chairmen in the
order designated by the Board of Directors shall preside in the Chairman's
absence and, in the absence of any designation, in the order of election. The
Vice Chairman shall perform such other duties and have such other powers as the
Chairman, or the Board of Directors may from time to time prescribe.

                           The Chief Executive Officer

     Section 5.8. The Chief Executive Officer shall be the senior officer of the
Corporation and shall perform such duties as usually pertain to the office or as
may be prescribed by the Board of Directors.

                                  The President

     Section 5.9. The President shall be the chief operating officer of the
Corporation and, subject to the control of the Board of Directors, shall have
general and active management of the business of the Corporation and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. The President shall keep the Board of Directors fully informed and shall
consult them concerning the business of the Corporation.

     Section 5.10. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

                               The Vice Presidents

     Section 5.11. In the absence of the President or in the event of his
inability or refusal to act, the Vice President (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall perform such other duties and have such
other powers as the President, the Board of Directors or any committee of the
Board of Directors may from time to time prescribe.

                      The Secretary and Assistant Secretary

     Section 5.12. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the


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standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. The
Secretary shall have custody of the corporate seal of the Corporation and he, or
any assistant secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such assistant secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

     Section 5.13. The Assistant Secretary (or if there be more than one, the
assistant secretaries in the order designated by the Board of Directors, or if
there by no such designation, then in the order of their election) shall, in the
absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     The Treasurer and Assistant Treasurers

     Section 5.14. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 5.15. The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 5.16. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration of the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

     Section 5.17. The Assistant Treasurer, (or if there be more than one, the
assistant treasurers in the order designated by the Board of Directors, or if
there be no such designation, then in the order of their election) shall, in the
absence of the Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.


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<PAGE>

                                   ARTICLE VI

                             Certificates for Shares

     Section 6.1. The shares of the Corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the Corporation by, the Chairman or Vice Chairman of the Board of
Directors, or the President or Vice President and the Treasurer or an assistant
treasurer, or the Secretary or an assistant secretary of the Corporation.

     Upon the face or back of each stock certificate issued to represent any
partially paid shares, or upon the books and records of the Corporation in the
case of uncertificated partially paid shares, shall be set forth the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated. Certificates shall also contain such legends or statements as
may be required by law and any agreement between the Corporation and the holder
thereof.

     If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the Act, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

     Within a reasonable time after the issuance or transfer of uncertificated
stock, the Corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the Act or a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations preferences and relative participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

     Section 6.2. Any or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.


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<PAGE>

                                Lost Certificates

     Section 6.3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates or uncertificated shares, the Board
of Directors may, in it discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                                Transfer of Stock

     Section 6.4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new uncertificated shares or certificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books of the
Corporation. Transfers of shares shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney and filed with the Secretary of the Corporation
or the transfer agent.

     Section 6.5. Every stockholder or transferee shall furnish the Secretary or
a transfer agent with the address to which notice of meetings and all other
notices may be served upon or mailed to him or her, and in default thereof, he
or she shall not be entitled to service or mailing of any such notice.

                               Fixing Record Date

     Section 6.6. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date: (a) in
the case of determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required by law,
not be more than sixty nor less than ten days before the date of such meeting;
(b) in the case of determination of stockholders entitled to express consent to


                                       14

<PAGE>

corporate action in writing without a meeting, shall not be more than ten days
from the date upon which the resolution fixing the record date is adopted by the
Board of Directors; and (c) in the case of any other action, shall not be more
than sixty days prior to such other action. If no record date is fixed: (i) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which the notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (ii) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
of the Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in accordance with applicable law, or, if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (iii) the record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

                             Registered Stockholders

     Section 6.7. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, to vote as such owner, and to hold such person registered on its
books liable for calls and assessments as the owner of such shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Delaware.

                                   ARTICLE VII

                             Miscellaneous/Dividends

     Section 7.1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, and applicable
law, may be declared by the Board of Directors at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation.

     Section 7.2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the directors shall determine to be in the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


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<PAGE>


                                Annual Statement

     Section 7.3. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.

                                     Checks

     Section 7.4. All checks, demands, drafts, or other orders for payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                    Contracts

     Section 7.5. The Board of Directors may authorize any officer, officers,
agent, or agents to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

                                    Deposits

     Section 7.6. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors or officers may
select.

                                   Fiscal Year

     Section 7.7. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      Seal

     Section 7.8. The corporate seal, if any, shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 Indemnification

     Section 7.9. (a) The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason that
he, or a person for whom he is the legal representative, is or was a director,
Advisory Director, or


                                       16

<PAGE>

officer of the Corporation or is or was serving at the written request of the
Corporation as a director, Advisory Director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys' fees)
reasonably incurred by such person. Notwithstanding the foregoing, but subject
to paragraph (c) of this Section 7.9, the Corporation shall be required to
indemnify a person in connection with a proceeding (or part thereof) initiated
by such person only if the proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.

     (b) The Corporation shall pay the expenses (including attorneys' fees)
incurred in defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred by a director, Advisory
Director, or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director, Advisory Director,
or officer to repay all amounts advanced if it should be ultimately determined
that the director, Advisory Director, or officer is not entitled to be
indemnified under this Section or otherwise.

     (c) If a claim for indemnification or payment of expenses under this
Section is not paid in full within sixty days after a written claim therefor has
been received by the Corporation, the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
the Corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.

     (d) The rights conferred on any person by this Section shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, these Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.

     (e) The Corporation's obligation, if any, to indemnify or advance expenses
to any person who was or is serving at its request as a director, Advisory
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or nonprofit entity shall be reduced by any amount
such person may collect as indemnification or advancement of expenses from such
other corporation, partnership, joint venture, trust, enterprise or nonprofit
enterprise.

     (f) Any repeal or modification of the foregoing provisions of this Section
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.


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<PAGE>

                                  ARTICLE VIII

                                   Amendments

     Section 8.1. The Board of Directors may amend or repeal these Bylaws or
adopt new Bylaws; provided that, the power to adopt, amend or repeal Bylaws
conferred upon the Board of Directors shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.

     I, VIRGINIA ANDERSON, do hereby certify that I am the duly elected,
qualified and acting Secretary of XTO Energy Inc., a Delaware corporation, and
hereby certify that the attached Bylaws of XTO Energy Inc. are valid and
currently in effect and that no further amendments have been affixed thereto.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
said Corporation this 1st day of June, 2001.

                                                /s/ Virginia Anderson
                                               -------------------------------
                                               Virginia Anderson, Secretary

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